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Committees
In structuring its governance framework, CAML take guidance from the principles of the QCA Code.
The Board is supported by four Committees, specifically the Sustainability, Audit, Nomination, and Remuneration Committees which focus on the four areas of the Group’s operations which the Board views as having key importance to the Group’s shareholders and other stakeholders. The Board also benefits from the expertise and guidance of our additional Technical and Advisory Committees.
Each of these Committees ensures the appropriate level of focus is given to their relevant areas of responsibility and each have their own terms of reference which provide the necessary authorities for them to operate as they consider appropriate.
Sustainability committee
The Sustainability Committee comprises Executive Directors and Non-Executive Directors, Dr Gillian Davidson (Chair), Roger Davey, Dr Mike Armitage and Nigel Robinson. This ensures a full breadth of perspectives are brought to the Committee’s important and varied activities.
The Sustainability Committee enables us to maintain our strong focus on our people, their health and safety, environmental matters and the communities in which we operate. The Committee is responsible for the review of the Group’s corporate ESG performance, in particular in relation to governance. This includes overseeing diversity in the Group as a key part of Company sustainability. The Committee reviews and makes recommendations to the Board in relation to the Group’s local community projects where we place a strong focus on health and education in partnership with local organisations. The Committee also receives presentations from members of operational management as appropriate and liaises closely with our Sustainability Director, who coordinates all site-based health and safety, environment and social activities and ensures that the Board is updated on matters from every meeting.
Dr Gillian Davidson
Non-Executive Director
Chair of the Sustainability Committee
- Committees
- Audit Committee Nomination Committee Sustainability Committee
- Appointed
- December 2019
- Skills and experience
Gillian has over 25 years of sustainability experience in the extractives and natural resources sectors. Gillian was, until 2017, Head of Mining & Metals at the World Economic Forum, leading global and regional initiatives for responsible and sustainable development. Prior to this, she was director of social responsibility at Teck Resources. Gillian previously served on the board of Lydian International Limited and has held senior roles in mining companies, government, academia and consultancy.
- Education/qualifications
- Gillian holds an MA (Hons) in Geography from the University of Glasgow, a PhD in Development Economics and Economic Geography from the University of Liverpool and is an alumnus of the Governor General‘s Canadian Leadership Conference.
- External Appointments
- Gillian is an independent sustainability adviser and currently serves as a non-executive director on the board of Horizonte Minerals plc, New Gold Inc. and Lundin Gold. She is also chair of the Global Battery Alliance and chair of International Women in Mining.
Nigel Robinson
Chief Executive Officer
- Committees
- Sustainability Committee
- Appointed
- April 2009
- Skills and experience
Nigel started his career as a Royal Naval Officer in the Fleet Air Arm where he served an eight-year short career commission. Upon leaving the Royal Navy, he qualified as a Chartered Accountant with KPMG in the North West of England, where he stayed for a further three years before leaving the profession to work in commerce. He initially joined one of KPMG’s clients, British Aerospace, working in the internal audit department before relocating to London where he worked for six years in management with British Airways. In 2002 he left to become more involved in smaller enterprises and joined CAML in 2007 as Group Financial Controller. Prior to his appointment as CEO in April 2018, he had been the CFO of the Group since he joined the Board in April 2009 and was instrumental in growing the business.
- Education/qualifications
- Nigel has an engineering degree from Lancaster University and is a member of the Institute of Chartered Accountants in England & Wales.
- External Appointments
- Treasurer (Pro bono) of the Fleet Air Arm Officer’s Association.
Roger Davey
Non-Executive Director
- Committees
- Nomination Committee Renumeration Committee Sustainability Committee
- Appointed
- December 2015
- Skills and experience
Roger has over 40 years’ operational experience at senior management and director level in the international mining industry covering feasibility studies, financing, construction, development, commissioning and operational management of both underground and surface mining operations in gold and base metals. Previous positions include senior mining engineer at NM Rothschild (London) in the Mining and Metals project finance team (1997 to 2010); director, vice-president and general manager of Minorco (AngloGold) subsidiaries in Argentina (1994 to 1997), for the development of the Cerro Vanguardia, open pit gold-silver mine in Patagonia; operations director of Greenwich Resources plc, London (1984 to 1992); production manager for Blue Circle Industries in Chile (1979 to 1984); and various production roles from graduate trainee to mine manager, in Gold Fields of South Africa (1971 to 1978).
- Education/qualifications
- Roger holds a Master of Science in Mineral Production Management from the Royal School of Mines, Imperial College, London and a Master of Science in Water Resource Management and Water Environment from Bournemouth University. He is an Associate of the Camborne School of Mines (‘ACSM’), a Chartered Engineer, a European Engineer and a Member of the Institute of Materials, Minerals and Mining, IOM3.
- External Appointments
- Roger is also a non-executive director of Atalaya Mining, where he serves as chairman, and of Tharisa and Highfield Resources.
Dr Mike Armitage
Non-Executive Director
- Committees
- Audit Committee Nomination Committee Sustainability Committee
- Appointed
- January 2022
- Skills and experience
Mike has some forty years’ experience in the mining industry. He spent his early career working underground as a geologist in South Africa and then completed his PhD assessing alternative methods of reserve estimation at the Renco Mine in Zimbabwe. He then joined SRK Consulting as a resource geologist in 1991 and over the next 30 years held various technical and management roles before leaving in early 2022. These roles included being Chairman of SRK Global, Managing Director and Chairman of SRK’s UK practice and Chairman of SRK’s Russia, Kazakhstan and Exploration practices. He also spent many years as joint course co-ordinator of a MSc in Mineral Resources at Cardiff University and then as external examiner for the MSc in Metals and Energy Finance at Imperial College, University of London. He has also been a council member and Vice President of the Geological Society and is currently Chairman of the Applied Earth Science Division of IOM3 and the Geological Society Business Forum and is Honorary Chairman of the Critical Minerals Association. Mike continues to act as a consultant to the mining industry generally and is managing director and founder of Sarn Helen Gold Ltd., a company exploring for gold in the UK.
- Education/qualifications
- Mike holds a BSc (Hons) in Mineral Exploitation from the University of Cardiff and a PhD in Mineral Resource Estimation from the University of Bristol. He is also a Chartered Geologist and Fellow of the Geological Society and a Chartered Engineer and a Member of the Institute of Materials, Minerals and Mining, IOM3.
- External Appointments
- Mike currently serves as a non-executive director of Tertiary Minerals.
Audit Committee
The Audit Committee is made up of Dr Mike Armitage, Dr Gillian Davidson, Mike Prentis and Committee Chairman, David Swan.
The Committee’s main function is to assist the Board in the fulfilment of its responsibilities by overseeing key areas such as financial reporting, regulatory compliance and risk management. The Audit Committee’s work is essential to ensuring the effectiveness of the Group’s internal controls and the integrity of its financial accounts.
The Audit Committee has the responsibility of overseeing the Risk Committee which reports into it on key business, operational, and sustainability risks.
The Committee also reviews, on a regular basis, the independence, objectivity and effectiveness of the external auditor
David Swan
Non-Executive Director
Chair of the Audit Committee
- Committees
- Audit Committee Nomination Committee Renumeration Committee
- Appointed
- June 2014
- Skills and experience
David has extensive commercial experience across the natural resources sector internationally in Australia, Europe, Central Asia, Africa, US and Russia. He has had experience as a director of companies listed on the Australian, Canadian and UK stock exchanges. David has been involved with numerous corporate transactions, including IPOs, RTOs, mergers and acquisitions and project funding. Company experience has included exploration, mine start-up, open cast and underground mining operations.
- Education/qualifications
- David holds a Bachelor of Commerce from the University of WA and is a Fellow of oth the Institute of Chartered Accountants in Australia and New Zealand (‘ICAANZ’) and of the Institute of Chartered Accountants in England and Wales (‘ICAEW’).
Mike Prentis
Senior Independent Director
Chair of the Remuneration Committee
- Committees
- Audit Committee Nomination Committee Renumeration Committee
- Appointed
- March 2021
- Skills and experience
Mike has 33 years of investment management experience, most recently at BlackRock where he was a Managing Director and Fund Manager. For many years he managed funds investing in listed UK small and mid-cap companies. These funds included BlackRock Smaller Companies Trust plc (2002 to 2019) and BlackRock Throgmorton Trust plc (2008 to 2018), both now FTSE250 constituents. He was Head of the BlackRock UK Small and Mid-Cap Equities Team (2015 to 2017). Previously, he worked in private equity, mainly helping to put together management buyouts; he was a Local Director for 3i Group plc. Mike qualified as a Chartered Accountant with Peat Marwick Mitchell (now KPMG) prior to commencing his investment management career.
- Education/qualifications
- Mike holds an MA in Geography from the University of Cambridge, where he was at Trinity College. He is an Associate of the Institute of Chartered Accountants in England & Wales.
- External Appointments
- Mike is also a non-executive director of Invesco Perpetual UK Smaller Companies Investment Trust plc and a member of the Finance & Resources Committee of MidKent College.
Dr Gillian Davidson
Non-Executive Director
Chair of the Sustainability Committee
- Committees
- Audit Committee Nomination Committee Sustainability Committee
- Appointed
- December 2019
- Skills and experience
Gillian has over 25 years of sustainability experience in the extractives and natural resources sectors. Gillian was, until 2017, Head of Mining & Metals at the World Economic Forum, leading global and regional initiatives for responsible and sustainable development. Prior to this, she was director of social responsibility at Teck Resources. Gillian previously served on the board of Lydian International Limited and has held senior roles in mining companies, government, academia and consultancy.
- Education/qualifications
- Gillian holds an MA (Hons) in Geography from the University of Glasgow, a PhD in Development Economics and Economic Geography from the University of Liverpool and is an alumnus of the Governor General‘s Canadian Leadership Conference.
- External Appointments
- Gillian is an independent sustainability adviser and currently serves as a non-executive director on the board of Horizonte Minerals plc, New Gold Inc. and Lundin Gold. She is also chair of the Global Battery Alliance and chair of International Women in Mining.
Dr Mike Armitage
Non-Executive Director
- Committees
- Audit Committee Nomination Committee Sustainability Committee
- Appointed
- January 2022
- Skills and experience
Mike has some forty years’ experience in the mining industry. He spent his early career working underground as a geologist in South Africa and then completed his PhD assessing alternative methods of reserve estimation at the Renco Mine in Zimbabwe. He then joined SRK Consulting as a resource geologist in 1991 and over the next 30 years held various technical and management roles before leaving in early 2022. These roles included being Chairman of SRK Global, Managing Director and Chairman of SRK’s UK practice and Chairman of SRK’s Russia, Kazakhstan and Exploration practices. He also spent many years as joint course co-ordinator of a MSc in Mineral Resources at Cardiff University and then as external examiner for the MSc in Metals and Energy Finance at Imperial College, University of London. He has also been a council member and Vice President of the Geological Society and is currently Chairman of the Applied Earth Science Division of IOM3 and the Geological Society Business Forum and is Honorary Chairman of the Critical Minerals Association. Mike continues to act as a consultant to the mining industry generally and is managing director and founder of Sarn Helen Gold Ltd., a company exploring for gold in the UK.
- Education/qualifications
- Mike holds a BSc (Hons) in Mineral Exploitation from the University of Cardiff and a PhD in Mineral Resource Estimation from the University of Bristol. He is also a Chartered Geologist and Fellow of the Geological Society and a Chartered Engineer and a Member of the Institute of Materials, Minerals and Mining, IOM3.
- External Appointments
- Mike currently serves as a non-executive director of Tertiary Minerals.
Nomination Committee
The Nomination Committee is chaired by Nick Clarke and its members are our five Non-Executive Directors, Dr Mike Armitage, David Swan, Roger Davey, Dr Gillian Davidson and Mike Prentis.
The Committee leads the process and makes recommendations to the Board in relation to Director appointments and re-appointment of Directors and the membership of the Board’s Committees. It keeps under review the composition and structure of the Board, evaluates the balance of skills, strengths, diversity, experience, knowledge and tenure of the Directors. Led by the Chairman supported by the Company Secretary, it also oversees the annual internal review process for evaluating the Board’s performance and effectiveness and assists the Board with its progressive refreshment and ongoing succession planning.
For further details of the Role of the Board and its members, together with details of our compliance, please view Corporate Governance.
Dr Gillian Davidson
Non-Executive Director
Chair of the Sustainability Committee
- Committees
- Audit Committee Nomination Committee Sustainability Committee
- Appointed
- December 2019
- Skills and experience
Gillian has over 25 years of sustainability experience in the extractives and natural resources sectors. Gillian was, until 2017, Head of Mining & Metals at the World Economic Forum, leading global and regional initiatives for responsible and sustainable development. Prior to this, she was director of social responsibility at Teck Resources. Gillian previously served on the board of Lydian International Limited and has held senior roles in mining companies, government, academia and consultancy.
- Education/qualifications
- Gillian holds an MA (Hons) in Geography from the University of Glasgow, a PhD in Development Economics and Economic Geography from the University of Liverpool and is an alumnus of the Governor General‘s Canadian Leadership Conference.
- External Appointments
- Gillian is an independent sustainability adviser and currently serves as a non-executive director on the board of Horizonte Minerals plc, New Gold Inc. and Lundin Gold. She is also chair of the Global Battery Alliance and chair of International Women in Mining.
Nick Clarke
Non-Executive Chair
- Committees
- Nomination Committee
- Appointed
- April 2009
- Skills and experience
Nick has over 40 years of mining experience, including 16 years spent within senior management positions in production and technical services in South Africa, Ghana and Saudi Arabia. Nick served as managing director of Oriel Resources until its acquisition by OAO Mechel for $1.5 billion in 2008. In addition, Nick was managing director at Wardell Armstrong International, where he managed numerous multidisciplinary consulting projects in the resource sector. In 2013, Nick was named CEO of the year at the Mining Journal outstanding achievements awards. He joined CAML in 2009 as Chief Executive Officer prior to the Company’s IPO in 2010, and assumed the role of Chairman in June 2016.
- Education/qualifications
- Nick graduated in 1974 from the Camborne School of Mines, ACSM. He is a Chartered Engineer and a Member of the Institute of Materials, Minerals and Mining, IOM3.
- External Appointments
- Nick joined the Board of Caledonia Mining as a non-executive director in September 2019.
Mike Prentis
Senior Independent Director
Chair of the Remuneration Committee
- Committees
- Audit Committee Nomination Committee Renumeration Committee
- Appointed
- March 2021
- Skills and experience
Mike has 33 years of investment management experience, most recently at BlackRock where he was a Managing Director and Fund Manager. For many years he managed funds investing in listed UK small and mid-cap companies. These funds included BlackRock Smaller Companies Trust plc (2002 to 2019) and BlackRock Throgmorton Trust plc (2008 to 2018), both now FTSE250 constituents. He was Head of the BlackRock UK Small and Mid-Cap Equities Team (2015 to 2017). Previously, he worked in private equity, mainly helping to put together management buyouts; he was a Local Director for 3i Group plc. Mike qualified as a Chartered Accountant with Peat Marwick Mitchell (now KPMG) prior to commencing his investment management career.
- Education/qualifications
- Mike holds an MA in Geography from the University of Cambridge, where he was at Trinity College. He is an Associate of the Institute of Chartered Accountants in England & Wales.
- External Appointments
- Mike is also a non-executive director of Invesco Perpetual UK Smaller Companies Investment Trust plc and a member of the Finance & Resources Committee of MidKent College.
David Swan
Non-Executive Director
Chair of the Audit Committee
- Committees
- Audit Committee Nomination Committee Renumeration Committee
- Appointed
- June 2014
- Skills and experience
David has extensive commercial experience across the natural resources sector internationally in Australia, Europe, Central Asia, Africa, US and Russia. He has had experience as a director of companies listed on the Australian, Canadian and UK stock exchanges. David has been involved with numerous corporate transactions, including IPOs, RTOs, mergers and acquisitions and project funding. Company experience has included exploration, mine start-up, open cast and underground mining operations.
- Education/qualifications
- David holds a Bachelor of Commerce from the University of WA and is a Fellow of oth the Institute of Chartered Accountants in Australia and New Zealand (‘ICAANZ’) and of the Institute of Chartered Accountants in England and Wales (‘ICAEW’).
Roger Davey
Non-Executive Director
- Committees
- Nomination Committee Renumeration Committee Sustainability Committee
- Appointed
- December 2015
- Skills and experience
Roger has over 40 years’ operational experience at senior management and director level in the international mining industry covering feasibility studies, financing, construction, development, commissioning and operational management of both underground and surface mining operations in gold and base metals. Previous positions include senior mining engineer at NM Rothschild (London) in the Mining and Metals project finance team (1997 to 2010); director, vice-president and general manager of Minorco (AngloGold) subsidiaries in Argentina (1994 to 1997), for the development of the Cerro Vanguardia, open pit gold-silver mine in Patagonia; operations director of Greenwich Resources plc, London (1984 to 1992); production manager for Blue Circle Industries in Chile (1979 to 1984); and various production roles from graduate trainee to mine manager, in Gold Fields of South Africa (1971 to 1978).
- Education/qualifications
- Roger holds a Master of Science in Mineral Production Management from the Royal School of Mines, Imperial College, London and a Master of Science in Water Resource Management and Water Environment from Bournemouth University. He is an Associate of the Camborne School of Mines (‘ACSM’), a Chartered Engineer, a European Engineer and a Member of the Institute of Materials, Minerals and Mining, IOM3.
- External Appointments
- Roger is also a non-executive director of Atalaya Mining, where he serves as chairman, and of Tharisa and Highfield Resources.
Dr Mike Armitage
Non-Executive Director
- Committees
- Audit Committee Nomination Committee Sustainability Committee
- Appointed
- January 2022
- Skills and experience
Mike has some forty years’ experience in the mining industry. He spent his early career working underground as a geologist in South Africa and then completed his PhD assessing alternative methods of reserve estimation at the Renco Mine in Zimbabwe. He then joined SRK Consulting as a resource geologist in 1991 and over the next 30 years held various technical and management roles before leaving in early 2022. These roles included being Chairman of SRK Global, Managing Director and Chairman of SRK’s UK practice and Chairman of SRK’s Russia, Kazakhstan and Exploration practices. He also spent many years as joint course co-ordinator of a MSc in Mineral Resources at Cardiff University and then as external examiner for the MSc in Metals and Energy Finance at Imperial College, University of London. He has also been a council member and Vice President of the Geological Society and is currently Chairman of the Applied Earth Science Division of IOM3 and the Geological Society Business Forum and is Honorary Chairman of the Critical Minerals Association. Mike continues to act as a consultant to the mining industry generally and is managing director and founder of Sarn Helen Gold Ltd., a company exploring for gold in the UK.
- Education/qualifications
- Mike holds a BSc (Hons) in Mineral Exploitation from the University of Cardiff and a PhD in Mineral Resource Estimation from the University of Bristol. He is also a Chartered Geologist and Fellow of the Geological Society and a Chartered Engineer and a Member of the Institute of Materials, Minerals and Mining, IOM3.
- External Appointments
- Mike currently serves as a non-executive director of Tertiary Minerals.
Remuneration Committee
The Remuneration Committee determines the remuneration of Executive Directors, oversees the remuneration of our senior management, and approves awards under the Company’s Long-Term Incentive Plan (“LTIP”). Our Committee is made up solely of independent Non-Executive Directors, Roger Davey, David Swan and Committee Chairman, Mike Prentis.
The Remuneration Committee reviews the performance of the Executive Directors and sets the scale and structure of their remuneration and the basis of their service agreements. In doing so, it ensures our incentive schemes are aligned with our business and sustainability priorities, and in doing so, it has due regard to the interests of the workforce as a whole, the shareholders and other stakeholders.
In determining the remuneration of Executive Directors, the Remuneration Committee seeks to enable the Company to attract and retain executives of the highest caliber. The Remuneration Committee also reviews the remuneration of other senior management. In addition, it decides whether to grant share awards in the Company and, if these are to be granted, who the recipients should be.
The Company’s policy is to remunerate senior executives fairly so as to encourage recruitment, retention and motivation. The Committee agrees with the Board a framework for the remuneration of Executive Directors and senior management of the Company. The principal objectives of the Committee are to ensure that Executive Directors and members of the senior management of the Company are provided incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company. We believe this is the key to the Company achieving its strategic aims and building shareholder value over the long term.
Non-Executive Director fees are considered and agreed by the Board (excluding the Non-Executive Directors) with no Director participating in any decision relating to his own remuneration.
Mike Prentis
Senior Independent Director
Chair of the Remuneration Committee
- Committees
- Audit Committee Nomination Committee Renumeration Committee
- Appointed
- March 2021
- Skills and experience
Mike has 33 years of investment management experience, most recently at BlackRock where he was a Managing Director and Fund Manager. For many years he managed funds investing in listed UK small and mid-cap companies. These funds included BlackRock Smaller Companies Trust plc (2002 to 2019) and BlackRock Throgmorton Trust plc (2008 to 2018), both now FTSE250 constituents. He was Head of the BlackRock UK Small and Mid-Cap Equities Team (2015 to 2017). Previously, he worked in private equity, mainly helping to put together management buyouts; he was a Local Director for 3i Group plc. Mike qualified as a Chartered Accountant with Peat Marwick Mitchell (now KPMG) prior to commencing his investment management career.
- Education/qualifications
- Mike holds an MA in Geography from the University of Cambridge, where he was at Trinity College. He is an Associate of the Institute of Chartered Accountants in England & Wales.
- External Appointments
- Mike is also a non-executive director of Invesco Perpetual UK Smaller Companies Investment Trust plc and a member of the Finance & Resources Committee of MidKent College.
David Swan
Non-Executive Director
Chair of the Audit Committee
- Committees
- Audit Committee Nomination Committee Renumeration Committee
- Appointed
- June 2014
- Skills and experience
David has extensive commercial experience across the natural resources sector internationally in Australia, Europe, Central Asia, Africa, US and Russia. He has had experience as a director of companies listed on the Australian, Canadian and UK stock exchanges. David has been involved with numerous corporate transactions, including IPOs, RTOs, mergers and acquisitions and project funding. Company experience has included exploration, mine start-up, open cast and underground mining operations.
- Education/qualifications
- David holds a Bachelor of Commerce from the University of WA and is a Fellow of oth the Institute of Chartered Accountants in Australia and New Zealand (‘ICAANZ’) and of the Institute of Chartered Accountants in England and Wales (‘ICAEW’).
Roger Davey
Non-Executive Director
- Committees
- Nomination Committee Renumeration Committee Sustainability Committee
- Appointed
- December 2015
- Skills and experience
Roger has over 40 years’ operational experience at senior management and director level in the international mining industry covering feasibility studies, financing, construction, development, commissioning and operational management of both underground and surface mining operations in gold and base metals. Previous positions include senior mining engineer at NM Rothschild (London) in the Mining and Metals project finance team (1997 to 2010); director, vice-president and general manager of Minorco (AngloGold) subsidiaries in Argentina (1994 to 1997), for the development of the Cerro Vanguardia, open pit gold-silver mine in Patagonia; operations director of Greenwich Resources plc, London (1984 to 1992); production manager for Blue Circle Industries in Chile (1979 to 1984); and various production roles from graduate trainee to mine manager, in Gold Fields of South Africa (1971 to 1978).
- Education/qualifications
- Roger holds a Master of Science in Mineral Production Management from the Royal School of Mines, Imperial College, London and a Master of Science in Water Resource Management and Water Environment from Bournemouth University. He is an Associate of the Camborne School of Mines (‘ACSM’), a Chartered Engineer, a European Engineer and a Member of the Institute of Materials, Minerals and Mining, IOM3.
- External Appointments
- Roger is also a non-executive director of Atalaya Mining, where he serves as chairman, and of Tharisa and Highfield Resources.